10-Q 1 tenq.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 33-69996 COMMONWEALTH INCOME & GROWTH FUND II (Exact name of registrant as specified in its charter) Pennsylvania 23-2795120 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 470 John Young Way Suite 300 Exton, PA 19341 (Address, including zip code, of principal executive offices) (610) 594-9600 (Registrant's telephone number including area code) Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (ii) has been subject to such filing requirements for the past 90 days: YES [X] NO [ ] Commonwealth Income & Growth Fund II Balance Sheets

see accompanying notes to financial statements Commonwealth Income & Growth Fund II Statements of Income

see accompanying notes to financial statements Commonwealth Income & Growth Fund II Statements of Partners' Capital

see accompanying notes to financial statements Commonwealth Income & Growth Fund II Statements of Cash Flow For the Nine Months Ended September 30, 2002 and 2001 (unaudited)

see accompanying notes to financial statements NOTES TO FINANCIAL STATEMENTS 1. Business Commonwealth Income & Growth Fund II (the "Partnership") is a limited partnership organized in the Commonwealth of Pennsylvania to acquire, own and lease various types of computer peripheral equipment and other similar capital equipment, which will be leased primarily to U.S. corporations and institutions. Commonwealth Capital Corp, on behalf of the Partnership and other affiliated partnerships, acquires computer equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors. The Partnership's General Partner is Commonwealth Income & Growth Fund, Inc. (the "General Partner"), a Pennsylvania corporation which is an indirect wholly owned subsidiary of Commonwealth Capital Corp. Commonwealth Capital Corp. is a member of the Investment Program Association (IPA), Financial Planning Association (FPA), and the Equipment Leasing Association (ELA). Approximately ten years after the commencement of operations, the Partnership intends to sell or otherwise dispose of all of its computer equipment, make final distributions to partners, and to dissolve. Unless sooner terminated, the Partnership will continue until December 31, 2006. 2. Summary of Basis of Presentation Significant Accounting The financial information presented as of any date other than Policies December 31 has been prepared from the books and records without audit. Financial information as of December 31 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. For further information regarding the Partnership's accounting policies, refer to the financial statements and related notes included in the Partnership's annual report on Form 10-K for the year ended December 31, 2001. Operating results for the nine-month period ended September 30, 2002 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2002. Revenue Recognition Through September 30, 2002, the Partnership has only entered into operating leases. Lease revenue is recognized on a monthly basis in accordance with the terms of the operating lease agreements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Long-Lived Assets The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then an impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. The fair value is determined based on estimated discounted cash flows to be generated by the asset. As of September 30, 2002, there is no impairment. Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated useful lives of four years. Intangible Assets Equipment acquisition costs and deferred expenses are amortized on a straight-line basis over two- to-four year lives. Unamortized acquisition fees are charged to amortization expense when the associated leased equipment is sold. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. At September 30, 2002, cash equivalents were invested in a money market fund investing directly in Treasury obligations. Income Taxes The Partnership is not subject to federal income taxes; instead, any taxable income (loss) is passed through to the partners and included on their respective income tax returns. Taxable income differs from financial statement net income as a result of reporting certain income and expense items for tax purposes in periods other than those used for financial statement purposes, principally relating to depreciation, amortization, and lease income. Offering Costs Offering costs are payments for selling commissions, dealer manager fees, professional fees and other offering expenses relating to the syndication. Selling commissions are 7% of the partners' contributed capital and dealer manager fees are 2% of the partners' contributed capital. These costs have been deducted from partnership capital in the accompanying financial statements. Net Income (Loss) Per Equivalent Limited Partnership Unit The net income (loss) per equivalent limited partnership unit is computed based upon net income (loss) allocated to the limited partners and the weighted average number of equivalent units outstanding during the period. Reimbursable Expenses Reimbursable expenses, which are charged to the Partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases. 3. Computer The Partnership is the lessor of equipment under operating Equipment leases with periods ranging from 14 to 37 months. In general, the lessee pays associated costs such as repairs and maintenance, insurance and property taxes. The Partnership's share of the computer equipment in which they participate with other partnerships at September 30, 2002 and December 31, 2001 was approximately $3,211,000 and $2,969,000, respectively, which is included in the Partnership's fixed assets on their balance sheet, and the total cost of the equipment shared by the Partnership with other partnerships at September 30, 2002 and December 31, 2001 was approximately $6,294,000 and $5,526,000, respectively. The Partnership's share of the outstanding debt associated with this equipment at September 30, 2002 and December 31, 2001 was approximately $1,267,000 and $1,581,000, respectively, which is included in the Partnership's liabilities on the balance sheet, and the total outstanding debt at September 30, 2002 and December 31, 2001 related to the equipment shared by the Partnership was approximately $2,219,000 and $2,406,000, respectively. The following is a schedule of future minimum rentals on noncancellable operating leases at September 30, 2002: Amount -------------------------------------------------------------- Three Months ended December 31, 2002 $ 386,000 Year Ended December 31, 2003 1,328,000 Year Ended December 31, 2004 782,000 Year Ended December 31, 2005 45,000 -------------------------------------------------------------- $ 2,541,000 ============================================================== 4. Related Party Other Receivables Transactions At September 30, 2002, the Partnership has a receivable from Commonwealth Capital Corp ("CCC"), a related party to the Partnership, in the amount of approximately $284,000. CCC, thru its indirect subsidiaries, including the General Partner of the Partnership, earns fees based on revenues and new lease purchases from this fund and other funds. This is a non-interest bearing receivable that CCC plans to repay over the next two and a half fiscal years from acquisition and debt placement fees earned by the General Partner of the Partnership. For the nine months ended September 30, 2002, CCC has repaid approximately $31,000 to the Partnership. 5. Notes Payable Notes payable consisted of the following: September 30, December 31, 2002 2001 -------------------------------------------------------------- Installment notes payable to banks; interest ranging from 6.60% to 9.18%, due in monthly installments ranging from $152 to $2,578, including interest, with final payments due from January through November 2002. $ 818 $ 81,833 Installment notes payable to banks; interest ranging from 7.25% to 9.75%, due in monthly installments ranging from $72 to $5,975, including interest, with final payments due from February through December 2003. 297,004 490,762 Installment notes payable to banks; interest ranging from 6.50% to 8.75%, due in monthly installments ranging from $96 to $22,799, including interest, with final payments due from February through December 2004. 1,393,195 1,807,788 Installment notes payable to banks; interest ranging from 6.25% to 6.75%, due in monthly installments ranging from $240 to $1,875, including interest, with final payments due from February through April 2005. 145,084 - --------------------------- $1,836,101 $2,380,383 ============================================================= These notes are secured by specific computer equipment and are nonrecourse liabilities of the Partnership. Aggregate maturities of notes payable for each of the periods subsequent to September 30, 2002 are as follows: Amount ---------- Three months ended December 31, 2002 $ 267,179 Year ended December 31, 2003 996,197 Year ended December 31, 2004 559,406 Year ended December 31, 2005 13,319 ---------- $1,836,101 6. Supplemental Other noncash activities included in the determination of net Cash Flow loss are as follows: Information Nine months ended September 30, 2002 2001 ------------------------------------------------------------------------------- Leaseincome, net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank $1,047,905 $ 934,241 Lease income paid to original lessor in lieu of cash payment for computer equipment acquired $ - $ 1,762 No interest or principal on notes payable was paid by the Partnership because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership. Noncash investing and financing activities include the following: Nine months ended September 30, 2002 2001 ------------------------------------------------------------------------------- Debt assumed in connection with purchase of computer equipment $ 503,623 $ 136,524 Debt paid off in connection with extension of unearned lease income $ 182,283 $ - =============================================================================== 7. Litigation The Partnership, through Commonwealth Capital Corp, has initiated a lawsuit against a customer, for approximately $750,000 in addition to ongoing monthly rentals, for failure to make monthly lease payments on the existing terms. Management believes that the Partnership will prevail in this matter. The outstanding receivable is approximately $616,000, which the Partnership believes is fully collectible. During June, 2002, in connection with the above matter, the Partnership filed for Summary Judgment against an unrelated third party broker to collect payments of approximately $307,500 made by Avon Products, Inc. to this broker. The Partnership anticipates a scheduled court date sometime in the fourth quarter of 2002 in connection with the Summary Judgment. The Partnership received a rental payment during the second quarter of 2002 from the above-mentioned broker relating to a July 2001 invoice, for approximately $37,000. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations CRITICAL ACCOUNTING POLICIES Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission, requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Our significant accounting policies are described in Note 1 of the Notes to the Financial Statements. The significant accounting policies that we believe are the most critical to aid in fully understanding our reported financial results include the following: COMPUTER EQUIPMENT Commonwealth Capital Corp, on behalf of the Partnership and other affiliated partnerships, acquires computer equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors. REVENUE RECOGNITION Through September 30, 2002, the Partnership has only entered into operating leases. Lease revenue is recognized on a monthly basis in accordance with the terms of the operating lease agreements. LONG-LIVED ASSETS The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then an impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. Fair value is determined based on estimated discounted cash flows to be generated by the asset. Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated useful lives of four years. Liquidity and Capital Resources The Partnership's primary sources of capital for the nine months ended September 30, 2002 and 2001 were from cash from operations of $465,000 and $1,122,000, respectively, payment of an advance made by the Partnership to Commonwealth Capital Corp ("CCC"), a related party to the Partnership, of approximately $31,000 as of September 30, 2002, and net proceeds received from sale of equipment totaling $126,000 for the period ending September 30, 2002 and $364,000 for the period ending September 30, 2001. The primary uses of cash for the nine months ended September 30, 2002 and 2001, were for capital expenditures for new equipment totaling $97,000 and $445,000, an advance to CCC of approximately $494,000 for the period ending September 30, 2001, and the payment of preferred distributions to partners for the nine months ended September 30, 2002 and 2001 of $404,000 and $692,000, respectively. For the nine month period ended September 30, 2002, the Partnership generated cash flows from operating activities of $465,000, which includes a net loss of $163,000, depreciation and amortization expenses of $1,376,000, and unearned income of $117,000. Other noncash activities included in the determination of net (loss) include direct payments of lease income by lessees to banks of $866,000. For the nine month period ended September 30, 2001, the Partnership generated cash flows from operating activities of $1,122,000, which includes net income of $474,000, a gain on sale of equipment totaling $255,000, and depreciation and amortization expenses of $1,693,000. Other noncash activities included in the determination of net income include direct payments of lease income by lessees to banks of $936,000. Cash is invested in money market accounts that invest directly in treasury obligations pending the Partnership's use of such funds to purchase additional computer equipment, to pay Partnership expenses or to make distributions to the Partners. At September 30, 2002, the Partnership had approximately $146,000 invested in these money market accounts. Included in accounts receivable is approximately $617,000 of receivables from Avon Products Inc., in which the Partnership, through CCC, has initiated a lawsuit. Management believes we will collect in full the balance due to the Partnership. During June, 2002, in connection with the above matter, the Partnership filed for Summary Judgment against an unrelated third party broker to collect payments of approximately $307,500 made by Avon Products, Inc. to this broker. The Partnership anticipates a scheduled court date sometime in the fourth quarter of 2002 in connection with the Summary Judgment. Revenue from the Avon Products, Inc. lease approximates to 17 % of the revenues for the nine months ended September 30, 2002 and approximates to 15 % for the nine months ended September 30, 2001. At September 30, 2002, the Partnership has a receivable from CCC, a related party to the Partnership, in the amount of approximately $284,000. CCC, thru its indirect subsidiaries, including the General Partner of the Partnership, earns fees based on revenues and new lease purchases from this fund and other funds. This is a non-interest bearing receivable that CCC plans to repay over the next two and a half fiscal years from acquisition and debt placement fees earned by the General Partner of the Partnership. For the nine months ended September 30, 2002, CCC has repaid approximately $31,000 to the Partnership. The Partnership's investment strategy of acquiring computer equipment and generally leasing it under "triple-net leases" to operators who generally meet specified financial standards minimizes the Partnership's operating expenses. As of September 30, 2002, the Partnership had future minimum rentals on non-cancelable operating leases of $386,000 for the balance of the year ending December 31, 2002 and $2,155,000 thereafter. At September 30, 2002, the outstanding debt was $1,836,000, with interest rates ranging from 6.25% to 9.75%, and will be payable through April 2005. The Partnership's cash from operations is expected to continue to be adequate to cover all operating expenses, liabilities, and preferred distributions to Partners during the next 12-month period. If available Cash Flow or Net Disposition Proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long term basis, the Partnership will attempt to obtain additional funds by disposing of or refinancing Equipment, or by borrowing within its permissible limits. The Partnership may, from time to time, reduce the distributions to its Partners if it deems necessary. Since the Partnership's leases are on a "triple-net" basis, no reserve for maintenance and repairs are deemed necessary. The Partnership's share of the computer equipment in which they participate with other partnerships at September 30, 2002 and December 31, 2001 was approximately $3,211,000 and $2,969,000, respectively, which is included in the Partnership's fixed assets on their balance sheet, and the total cost of the equipment shared by the Partnership with other partnerships at September 30, 2002 and December 31, 2001 was approximately $6,294,000 and $5,526,000, respectively. The Partnership's share of the outstanding debt associated with this equipment at September 30, 2002 and December 31, 2001 was approximately $1,267,000 and $1,581,000, respectively, which is included in the Partnership's liabilities on the balance sheet, and the total outstanding debt at September 30, 2002 and December 31, 2001 related to the equipment shared by the Partnership was approximately $2,219,000 and $2,406,000, respectively. Results of Operations Three Months Ended September 30, 2002 compared to Three Months Ended September 30, 2001 For the quarter ended September 30, 2002, the Partnership recognized income of $668,000 and expenses of $721,000, resulting in a net loss of $53,000. For the quarter ended September 30, 2001, the Partnership recognized income of $933,000 and expenses of $546,000, resulting in net income of $387,000. Lease income decreased by 11% to $668,000 for the quarter ended September 30, 2002, from $748,000 for the quarter ended September 30, 2001, primarily due to the fact that more lease agreements ended than new lease agreements acquired since the quarter ended September 30, 2001. Operating expenses, excluding depreciation, primarily consist of accounting, legal, and outside service fees. The expense increased 150% to approximately $189,000 for the quarter ended September 30, 2002, from $75,000 for the quarter ended September 30, 2001, which is primarily attributable to an increase in the amount charged by CCC, a related party, to the Partnership for the administration and operation of approximately $77,000, and an increase in outside office services of $5,000, an increase in legal fees of $14,000, an increase in insurance of $7,000, an increase in due diligence of $5,000, an increase in postage of $3,000, and an increase in supplies of $3,000. The main reason there is an increase in operating expenses this quarter related to the recalculation of the amount charged by CCC, a related party, to the Partnership for the administration and operation. This increase is necessary to operate the fund, especially due to the ongoing lawsuit, as mentioned in the litigation section of this document. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee decreased 11% to approximately $33,000 for the quarter ended September 30, 2002, from $37,000 for the quarter ended September 30, 2001, which is consistent with the decrease in lease income. Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. The expenses decreased 17% to approximately $344,000 for the quarter ended September 30, 2002, from $413,000 for the quarter ended September 30, 2001 due to equipment and acquisition fees being fully depreciated/amortized and not being replaced with as many new purchases. The partnership recorded bad debt expenses of approximately $118,000 related to disputed accounts receivables balances for the quarter ended September 30, 2002. The Partnership sold computer equipment with a net book value of $4,000 for the quarter ended September 30, 2002, for a net loss of $1,000. The Partnership sold computer equipment with a net book value of $63,000 for the quarter ended September 30, 2001, for a net gain of $182,000. Interest expense increased 80% to $37,000 for the quarter ended September 30, 2002 from $20,000 for the quarter ended September 30, 2001, primarily due to the acquisitions of new computer leases and the outstanding debt associated with it. Nine Months Ended September 30, 2002 compared to Nine Months Ended September 30, 2001 For the nine months ended September 30, 2002, the Partnership recognized income of $2,058,000 and expenses of $2,221,000, resulting in a net loss of $163,000. For the nine months ended September 30, 2001, the Partnership recognized income of $2,587,000 and expenses of $2,113,000, resulting in net income of $474,000. Lease income decreased by 12% to $2,057,000 for the nine months ended September 30, 2002, from $2,324,000 for the nine months ended September 30, 2001, primarily due to the fact that more lease agreements ended than new lease agreements acquired since the nine months ended September 30, 2001. Operating expenses, excluding depreciation, primarily consist of accounting, legal, and outside service fees. The expense increased 91% to approximately $436,000 for the nine months ended September 30, 2002, from $228,000 for the nine months ended September 30, 2001, which is primarily attributable to an increase in the amount charged by CCC, a related party, to the Partnership for the administration and operation of approximately $111,000, an increase in remarketing fees of $28,000, an increase in promotions/advertising of $2,000, an increase in legal fees of $23,000, an increase in due diligence of $18,000, an increase in outside office services of $13,000, an increase in postage/shipping of $7,000, and an increase in marketing of approximately $6,000. The main reason there is an increase in operating expenses for 2002 is related to the recalculation of the amount charged by CCC, a related party, to the Partnership for the administration and operation. This increase is necessary to operate the fund, especially due to the ongoing lawsuit, as mentioned in the litigation section of this document. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee decreased 11% to approximately $103,000 for the nine months ended September 30, 2002, from $116,000 for the nine months ended September 30, 2001, which is consistent with the decrease in lease income. Depreciation and amortization expenses consist of depreciation on computer equipment and amortization of equipment acquisition fees. The expenses decreased 19% to approximately $1,376,000 for the nine months ended September 30, 2002, from $1,693,000 for the nine months ended September 30, 2001 due to equipment and acquisition fees being fully depreciated/amortized and not being replaced with as many new purchases. The partnership recorded bad debt expenses of approximately $186,000 related to disputed accounts receivables balances for the nine months ended September 30, 2002. The Partnership sold computer equipment with a net book value of $127,000 for the nine months ended September 30, 2002, for a net loss of $300. The Partnership sold computer equipment with a net book value of $109,000 for the nine months ended September 30, 2001, for a net gain of $255,000. Interest expense increased 57% to $119,000 for the nine months ended September 30, 2002 from $76,000 for the nine months ended September 30, 2001, primarily due to the acquisitions of new computer leases and the outstanding debt associated with it. RECENT ACCOUNTING PRONOUNCEMENTS SFAS 146 On July 30, 2002, the FASB issued FASB Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which nullifies EITF Issues No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred an a Restructuring)" and No. 88-10, Costs Associated with Lease Modification or Termination." Statement 146 fundamentally changed how a company should account for future "restructurings." The Partnership believes that the adoption of SFAS 146 will not have an impact on its financial position and results of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Partnership believes its exposure to market risk is not material due to the fixed interest rate of its long-term debt. Item 4. Controls and Procedures The Chief Executive Officer and A Financial Officer of the Partnership have conducted a review of the Partnership's disclosure controls and procedures as of September 30, 2002. The Company's disclosure controls and procedures include the Partnership's controls and other procedures designed to ensure that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the " Exchange Act") is accumulated and communicated to the Partnership's management, including its chief executive officer and a financial officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported with the required time periods. Based upon this review, the Partnership's Chief Executive Officer and the A Financial Officer have concluded that the Partnership's disclosure controls (as defined in pursuant to Rule 13a-14 c promulgated under the Exchange Act) are sufficiently effective to ensure that the information required to be disclosed by the Partnership in the reports it files under the Exchange Act is recorded, processed, summarized and reported with adequate timeliness. Part II: OTHER INFORMATION Commonwealth Income & Growth Fund II Item 1. Legal Proceedings. On or about December 21, 2001, a complaint captioned Commonwealth Capital Corp V. Avon Products, Inc. was filed by Commonwealth Capital Corp against Avon Products Inc. with the Federal District Court of the Eastern District of Pennsylvania, No. 01-CV-6915. The initial claim is approximately $750,000, plus ongoing monthly rentals of approximately $37,000 per month. The complaint alleges that the named defendant has failed to make monthly payments on the existing lease terms. The case is still in discovery and no court date has been set. On or about April 26, 2002, the Federal District Court of the Eastern District of Pennsylvania has denied Avon's request for Summary Judgment to join two brokers in the above-mentioned lawsuit. On or about June 15, 2002, in connection with the above matter, the Partnership, through CCC, filed for Summary Judgment against an unrelated third party broker to collect payments of approximately $307,500 made by Avon Products, Inc. to this broker. The Partnership anticipates a scheduled court date sometime in the fourth quarter of 2002 in connection with the Summary Judgment. Item 2. Changes in Securities. Inapplicable Item 3. Defaults Upon Senior Securities. Inapplicable Item 4. Submission of Matters to a Vote of Securities Holders. Inapplicable Item 5. Other Information. Inapplicable Item 6. Exhibits and Reports on Form 8-K. a) Exhibits: 99.1 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Commonwealth Income & Growth Fund II, (the "Company") on Form 10-Q for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, George S. Springsteen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ George S. Springsteen ------------------------- George S. Springsteen Chief Executive Officer November 27, 2002 99.2 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Commonwealth Income & Growth Fund II, (the "Company") on Form 10-Q for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kimberly A. Springsteen, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Kimberly A. Springsteen --------------------------- Kimberly A. Springsteen Principal Financial Officer November 27, 2002 b) Report on Form 8-K: None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMMONWEALTH INCOME & GROWTH FUND II BY: COMMONWEALTH INCOME & GROWTH FUND, INC. General Partner November 27, 2002 By: /s/ George S. Springsteen ----------------- -------------------------- Date George S. Springsteen President CERTIFICATIONS I, George Springsteen certify that: 1. I have reviewed this quarterly report on Form 10-Q of Commonwealth Income & Growth Fund II (the Registrant); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the" Evaluation Date" ); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and the procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of the Registrant's board of directors ( or persons performing the equivalent function): a) all significant deficiencies in the design or the operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data we have identified for the Registrant's auditors any material weakness in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ George S. Springsteen ------------------------- George S. Springsteen Chief Executive Officer November 27, 2002 I, Kimberly A. Springsteen, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Commonwealth Income & Growth Fund II (the Registrant); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the" Evaluation Date" ); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and the procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of the Registrant's board of directors ( or persons performing the equivalent function): a) all significant deficiencies in the design or the operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data we have identified for the Registrant's auditors any material weakness in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Kimberly A. Springsteen --------------------------- Kimberly A. Springsteen Principal Financial Officer November 27, 2002

COMMONWEALTH INCOME & GROWTH FUND II 10-Q